


Black & Blue

by cb3618



Category: Fantastic Four, Marvel, Spider-Man - All Media Types, The Avengers (Marvel) - All Media Types
Genre: Peter Parker has the Venom Symbiote
Language: English
Status: In-Progress
Published: 2019-06-19
Updated: 2019-07-01
Packaged: 2020-05-14 22:10:25
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 5
Words: 19,131
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19282186
Author URL: https://archiveofourown.org/users/cb3618/pseuds/cb3618
Summary: Peter Parker's been Spidey for three years and is a bit sick of getting beaten up all of the time. When he finds the Symbiote, he thinks that all his problems are now solved. However, things only get worse and worse.





	1. Straight-Edged

**Author's Note:**

> For those wondering, this fanfiction is an AU that takes elements from the 616-universe and the Marvel Cinematic Universe. For the most part, it is its own universe with its own history.

“Living on the edge, fighting crime and spinning webs. There’s a ringing in my head and I might as well be dead”, I sang woozily as I swung over the city. Everything was aching. I could feel a bump growing on the back of my head. My entire right sleeve was ripped off. My body was covered in cuts and scratches from my latest fight with the Shocker and his gang. Herman may be a bit of a schmuck, but his gauntlets could still pack a punch.

“Villains en masse, ganging up to kick my ass. I am super late to class and I can’t...think of..anymore...rhymes, god, I’m tired.”, I mumbled, trying to keep my focus. I nearly hit a building on the way to Midtown High, which would have made it the fifth one today.

I landed on the school’s roof and quickly changed out of my suit. When I finally slipped into some normal clothes, I looked over at my uniform, or what was left of it. Every hero I knew had some kick-ass uniforms. Mr. Stark had his armor. Bobby and his X-buddies had their own customized suits. Dr. Richards and his family had their “unstable molecules” thing going on.

Me? I have a red hoodie and mask with some webs and a spider sharpied on them. Not exactly top-of-the-line.

My friend MJ tried to help me with the design. It was her idea to add webs under the armpits of my suit. They were completely useless, but she thought it looked cool.

Before I could continue moaning on about my awful fashion sense, I heard the bell ring and the sound of students walking out of their classes.

“AW CRAP!!”, I shouted. I swiftly shoved my suit into my backpack and ran across the roof, firing a strand of web onto the edge of the building. I jumped off, swinging around the back of the building. I landed on the ground and quickly hid my web-shooters under the sleeves of my jacket.

I barged in through the back entrance where students were clogging up the halls like a school bathroom. I tried getting a sense of what class I needed to get to and what BS excuse I needed to give to my teachers. As I scanned the halls looking for a clock, a familiar voice spoke up.

“Well, you look like total crap. No offense.”

I turned around to see the smiling face of Mary Jane Watson, or MJ as she liked to be called. She had caramel skin and her hair was dyed a bright red. Her bright green hoodie matched her bright green eyes, which had an element of mischief in them.

“MJ, thank god!”, I smiled, “You got the time? Been trying to find a clock around here and I don’t want to be late to Mr. Martinez’s class for the third time in a row!”

She shrugged, “Pete, hate to tell you this, but-”

“Aw, geez, don’t tell me”, I sighed, “Well, hopefully I can make it to Mrs. Walters-”

“You missed that one too.”

“...Mr. Harrington?”

“Peter, it’s lunch.”

“DAMMIT!!”, I shouted. With great power, comes great tardiness, I guess. This has always been a problem since I started this whole thing, but lately, it’s been getting worse. “I really need to schedule these fights with the bad guys. Find a good time and place for an ass-kicking”, I joked, trying to ignore the issue.

We picked up our food at the cafeteria and walked outside to the courtyard to join the other seniors.

“Saw the video on my phone”, she smirked, “Three years and Shocker can still beat you around the block.”

“Hey, keep it down!”, I shushed her. MJ was the only one who knew about my “activities” and even that wasn’t on purpose. She just saw me slink through my apartment window one night and put two and two together. Now, she’s kind of like my partner in crime-busting.

“You know, one day, you’re gonna get a beating so bad, no crappy excuse is gonna cover for it,'' she pointed out.

“Yeah, I know”, I looked down. It was a bit funny hearing party-girl MJ talk about being careful, but she was right. Sooner or later, this was all going to catch up with me. All the excuses and villains and punches to the face, it was all going to come back and bite me in the ass one day.

Oh, well. I’m at school now. At least here no one is going to try and kill me or anything.

“PETER!”

You know, sometimes I need to learn to shut my trap.

I turned to see the only thing that could scare me more than a flaming pumpkin bomb. Gwen Stacy AKA my girlfriend AKA the blonde woman with murder in my eyes marching towards me.

“Welp, you’re a goner”, MJ bluntly stated, leaving me to wallow in my nervous sweat and fear.

“Heeey, Gwen, how-how you doing, sweetie?”, I gulped.

“Don’t ‘sweetie’ me, Peter”, Gwen snarled, “I had to do that entire Spanish presentation on my own, you jerk! Where were you?!”

“Umm..”, I gulped, looking to MJ for an assist. She merely shrugged, clearly at a loss for a good excuse as I was. Partner in crime-busting, everyone. “There was a...fight! There was another superhuman fight down at the bank! Shocker versus Spider-Man! Some debris almost crushed me! Would’ve died if it wasn’t for the webhead!”

My red-headed friend gave me a thumbs-up, but Gwen didn’t seem entirely convinced.

“I mean, I’ve got the scratches to prove it!”, I quickly stuttered, tugging down my jacket to show some of the injuries from my fight. Gwen gasped, clearly shocked to find me telling the truth to her. 

“Oh my god, Peter! Are you okay?!`` she gasped, pulling me into a hug.

“Yeah, yeah, everything’s fine, nothing broken!”, I quickly tried to calm her down, a bit surprised that my excuse actually worked. I turned to MJ, who looked about as amazed as I was.

Before I was hugged to death, Gwen finally let go and sat down next to us. She shook her head in disbelief.

“Sorry, it’s just…”, she sighed, “This city’s getting crazier every day and...I just don’t want to see any of you guys get hurt.”

I frowned, nodding solemnly. A year ago, Gwen lost her father in the middle of a supervillain attack. I caught the guy behind it, but it was too late. George Stacy was a great man, a hero. I won’t lie, I idolized him. Ever since then, I’ve been trying to find ways to update my suit, find new ways of taking down the supervillains. 

Unfortunately, even with all of the friends I’ve made over the course of my time as Spider-Man, none of them were 100% willing to help me advance my tech. They thought I was “too young” to handle their tech or “too reckless”.

Anyway, the three of us talked about basic high-schooler stuff, the subject of superheroes and Spider-Man being pushed out of our heads. Suddenly, spidey-sense kicked in. On instinct, I quickly caught a football that would’ve crashed into the back of my head.

I looked over and saw the one responsible for throwing it. Good ol’ Flash Thompson. Young hispanic kid, captain of the football team, got all the girls, basically the quintessential jock stereotype.

“Damn, Parker!”, he chuckled like the total dick he was, “Gotta admit, that was a nice throw!”

“Asshole”, Gwen muttered under her breath.

A part of me has always been tempted to just beat the crap out of him. One punch from me could knock him across the courtyard. If it wasn’t for what little self-control I had, that dude would’ve been put into the ground. Thankfully, before I could attack him, someone else decided to step in.

“Hey, jackass, you mind laying off the guy before I take that football and shove it down your throat”, spoke my good friend and apparently, now my guardian angel, Harry Osborn. I’d recognize that redhead anywhere. Dude’s been my friend since we were kids. He’s one of those guys who you could tell just by looking at him that his family has money.

Flash scoffed, “Well, lookie here! Parker’s little bodyguard, right on time!”

“C’mon, Eugene, you like throwing footballs at people? Aim one at me. Right now!”, Harry begged the jock to try something.

“Oh, damn, he pulled the ‘Eugene’ card!”, MJ stifled a laugh, enjoying watching people in crisis.

Flash chuckled before the bell started to ring, signaling us to walk back into the school. Him and his friends decided to back off and go back to class, while we decided to do the same.

“Four years and you’re still unable to fight back,” Harry pointed out, “Maybe you like getting hit in the head with footballs?”

“Hardy har, Harry”, I snarked. Harry may be my best friend, but he of all people can’t know I’m Spider-Man. Mainly because of his...family. For years, I’ve been pretending that I was just some helpless nerd, with him being my protector. I know, I’m a dick friend, but it’s the safe thing to do. Though it is annoying having to act useless.

“Just doing my daily community service. Only I can prevent Peter Parker catching hands from Flash Thompson”, Harry joked in a Smokey the Bear voice. 

“You really should just fight him off, Pete”, MJ spoke up, “I’m sure you could take him.”

“What? And leave Harry out of a job”, I sneered.

Gwen looked at me, concerned, “You really do have to stand up for yourself sometimes, Peter. Harry’s not going to be around forever.”

“True, but hopefully, you’ll be, right?”, I smiled, hoping my stupid charm can convine her that everything was fine.

As we shared a nice kiss, I began to think about what life will be like after graduation. We only had a month until we could leave Midtown and head off into the real world. Gwen had her internship with Dr. Warren at Oscorp and I had my photography job at the Daily Bugle. We both got into Empire State University and we were planning on looking over places to stay together. 

Speaking of the Bugle, right after school ended, I had to rush over to Manhattan for a job I had there. On the way out, MJ quickly rushed up to catch me before I left.

“A-yo, Pete”, MJ called out, “Heading off to the Bugle?”

“Yeah, I got a job over at the Baxter Building. I meeting with Mr. Brock over there”, I explained.

“Chill. Look, I know you’re all about that ‘can’t let the people I love know I’m a superhero’ thing, but I think letting Gwen and Harry in on this could help you.”

“We’ve been over this, MJ. No one can know. Gwen already lost one person person she cared about in the line of duty and Harry, well...you know how things are with his dad.”

MJ sighed, “Yeah, yeah, but c’mon, it would be nice having a little Spidey team. All the best heroes have teams!”

“Yeah, teams filled with other superheroes”, I commented, “Look, I gotta go. Catch you later, man!”

As I walked away, I looked around to make sure no one was watching. I quickly pulled up my sleeve to reveal my web-shooters and fired a strand at one of the buildings in front of me. Is it stupid to go swinging around town without my suit. Abso-friggin’-lutely. Is it fun and very convenient? Definitely.

It took me about five minutes to get to the Baxter Building. Thankfully, I eventually found a way down, where I met my partner for the report.

“Well, it’s about damn time, kid,” said Eddie Brock.  He had blondish-brown hair and a muscular physique, as well as an engagement ring on his hand. Mr. Brock’s been my coworker for three years and he’s helped me a lot during my time with the Bugle. Always helped keep Mr. Jameson off my back. We typically partner up to work on the  _ Eddie Brock Report _ , an online series we’ve been releasing on the Bugle’s website to get more people onto our brand.

“Sorry, I’m not late, am I, Mr. Brock?”, I stammered.

“Nah, kid, you arrived just in time,” he assured me, “Get that camera ready, Parker.”

Now, if you’re like me, your first time walking into the Baxter Building would be filled with awe and amazement. Scientists hustling back on forth, talking about projects that wouldn’t be out of place in a sci-fi novel. Holograms displaying events from the building’s past and the Fantastic Four’s many adventures. If one were to look up, they would see soooo many floors above their heads.

“Holy hell,” Mr. Brock nodded with approval, “Parker, you better be getting some pics of this joint.”

I started scoping the area for nice things to take photos of. Jameson made a specific point that my work had to be “eye-popping”, but here, everything was “eye-popping”. Even the bathrooms looked like something out of a Star Trek episode.

A voice shouted out from ahead of us, “Mr. Brock! Mr. Parker! So nice of you to arrive.”

We turned to see the main man himself, the leader of the Fantastic Four and my personal buddy: Dr. Reed Richards, Mister Fantastic.

His brown hair was beginning to grey and his wrinkles were beginning to become noticeable. He wore a white lab coat over his blue uniform, the classic four logo shining on his chest. See, he knew the power of branding and he had the stuff he needed to make badass suits.

Mr. Brock walked up with a smile on his face and a confidence I wish I had, “Dr. Richards, it’s an honor to have you on the  _ Eddie Brock Report _ . I honestly didn’t think a guy like you would have the time for someone like me.”

“Well, you can thank Mr. Parker for that”, Dr. Richards smiled, “He helped convince to agree to the interview and I’m always happy to aid a companion.”

A look of surprise flashed across my partner’s face as he turned to me, confused. I merely shrugged at him, but on the inside, all I could think about was Mister Fantastic calling me a companion. Doesn’t sound like much to some, but for me, my inner nerd was screaming.

“Now, come along, I’m sure you have much to ask me,” Dr. Richards beckoned us to follow him.

As we walked behind him, Mr. Brock leaned over next to me and whispered, “Mind filling me in, kid?”

My mind was racing, trying to figure out what excuse I should draw out from the hat, “Uh, I’m friends with his brother-in-law, well, not really friends, but tutor-I tutor for the-ahem-Human Torch.”

The look on his face shouted, ‘Your lies are bad and you should feel bad’, but we kept on walking. I set my camera to record the interview as Mr. Brock began asking Dr. Richards questions. The conversation consisted of what you’d expect. Whether or not rumors of the Stark-Baxter merger were true, how the Four reacted to Von Doom’s latest comments against them, the typical stuff.

Eventually, the interview took us into the elevator, which carried us up the building to where Dr. Richards was going to show us some of his latest work. Obviously, he wasn’t going to show us the high-level, secret stuff, but he was willing to show us some ideas he was working on. 

Once the elevator stopped, we walked out to see a room filled with scientific instruments, some of Dr. Richard’s H.E.R.B.I.E. drones flying around, carrying equipment, and what looked like a few spaceships and teleporters under construction.

“Now, could you tell us about some of these, uh, contraptions here, Mr. Richards?”, Mr. Brock asked, clearly astonished by what he was seeing.

“This, Mr. Brock, is my latest project,” the hero explained, “I’ve been trying to find a way to access the jump-gate technology that some of my extraterrestrial colleagues have. Unfortunately, I’m having difficulty harnessing the ability to pinpoint a destination for when I jump across the vast cosmos. My most recent tests have appeared fruitful, but the places my family and I ended up in were not exactly...safe.”

“Do you plan on sending this technology to the government or..?”

“No”, Dr. Richards said adamantly, “Even if we were to find success, I’d rather be cautious regarding who I allow to use my technology.”

It wasn’t just me that the Four had difficulty trusting their tech to. The government’s been asking the Baxter Building to hand over some of their gadgets, but Dr. Richards always had some reason why he couldn’t do it. ‘It’s too dangerous, Peter, it could destroy the economy, Peter, put down that nuclear bomb, Peter.’...Okay, that last one was a stupid idea, my bad.

Before I could dwell on my thoughts, I heard a tapping noise coming from behind me. I turned around to see a flask on the lab table behind me. In it was some sort of black liquid. Confused, I walked closer towards it, wondering what weird thing the Four have created this time. I set down my opened-up backpack to look closer at the inky-black substance, fascinated. Of course, reality had to drag me out of it.

“PARKER!”, Mr. Brock shouted.

I jumped, bumping my back into the lab table with surprise, “Um, sorry, Mr. Brock, sir!”

“Keep the camera focused, buddy, we’re almost done here”, Mr. Brock confirmed.

Eventually, the interview ended and we headed towards the exit. I was about to leave the building when Dr. Richards quickly called out for me, “Mr. Parker!”

“Hey, Dr. Richards, what’s up?”

“I just wanted to let you know that the Fantastic Four are planning to go on an expedition  this Friday to deal with business,” the scientist explained, “We thought you should know this.”

“Oh, cool,” I commented, “Don’t worry, I can handle New York while you guys are gone.”

“That was never in question”, Dr. Richards nodded, “I should see you in less than a week.”

I waved goodbye and walked out to find Mr. Brock waiting for me, sitting on his motorcycle.

“Got the film, Parker?”, he asked.

“Yep, got everything!”, I gave a thumb’s up.

“Perfect. Jameson’s gonna pay us a pretty penny for this one”, the reporter smiled, “Hop on, kid.”

I nodded, sitting down behind him. Looking back on it, I wish I’d just swung to the Bugle instead of getting on this death-trap. I wish I’d actually had a bike helmet on me.

And most of all, I wish I actually checked to see what fell into my backpack.


	2. Initiation

**Summary for the Chapter:**

> Peter makes a new friend.

Welp, another day, another rant from Mr. Jameson. Mr. Brock and I actually got a great video down, but all he cared about was the fact that we didn’t ask the Four anything about Spider-Man. That guy’s just obsessed with finding more proof that “Spider-Man is a masked menace to this society!” Total dick, but that dick signs my paychecks. Anyway, we forwarded the video to our editors and it should end up on the website soon.

I walked down the halls of my apartment building and pulled out my keys, unlocking the door. Usually, around this time, I would be going on patrol, but honestly, I was knocked out. The rant from Jameson, getting my ass kicked by Shocker, I just wanted to go to sleep. 

The second I walked in, I heard someone call out from the kitchen, “Peter, is that you?”

When it comes to family, most people have their mothers, their fathers, brothers, or sisters. All I have is my Aunt May. That woman has raised me since my parents died and is the reason I’ve made it this far in life. 

“Hey, Aunt May, what’s up?” I replied, walking over to where I heard the voice from.

I found my aunt sitting at the kitchen table, some Chinese takeout in her hand and a plastic bag on the chair across from her. Her hair was slowly turning gray, a sign of her age and how hard she worked.

“How was your day, sweetie?” she smiled, walking up to hug me.

“Uh, same as usual,” I answered, “I got to go to the Baxter Building with Mr. Brock today.”

“Ooh, cool!,” she nodded, “That’s the-the Avengers place, right?”

“Fantastic Four, Aunt May”, I sighed, “Yeah, it was nice. I got to meet Mister Fantastic today.”

“Oh, honey, congratulations!”, she hugged me again, “I know how much you love those guys! This is awesome!”

I smiled, hiding my lies behind a happy face. I’ve known the Four for a while now, but if I was going to keep this secret from May, I had to pull a lot of falsehoods straight out of my ass. Of all people, she can never find out about what I do.

She’s already lost too much. She doesn’t need to worry about losing me.

“So, you up for some Chinese today?” May chimed up.

“Actually, I’ve kind of got a lot of work to do, so you mind if I take this to my room?”I asked.

“Seriously? You’re almost out of high school and they’re still giving you work?`` she chuckled, “Go on ahead, sweetie.”

“Thanks, May,'' I said as I quickly picked up my dinner and rushed to my room. Unfortunately, I wasn’t lying about that part. I walked into my tiny room and sighed, reaching into my bag for my suit. I pulled it out and sighed.

I couldn’t help but wonder if this was it. Am I just the friendly neighborhood schmuck, running around getting my ass kicked? Where was I going to get a new costume? It’s just...I’m sick of never getting the power and respect I want. Whether it’s from Flash or Harry or Jameson or the other heroes, I just want people to get that I’m capable and that I can take care of myself. 

I tossed the suit across the room and threw my backpack down. When the bag hit the floor, I heard something. The thud was way too loud. Curious, I opened up the bag, taking out my two binders and my notebook. That’s when I saw the cause of the noise.

“What the hell?”, I muttered to myself.

Inside the bag was the weird flask I saw earlier at the Baxter Building, the one with the black liquid. How the hell did this thing get into my bag? How did-Damn it. This must have fallen into my bag when I bumped into the table. I didn’t think I hit it hard enough to knock anything down, but this spider-strength can be unpredictable.

“Crap! I...I gotta get this thing back to the building somehow”, I whispered to myself, thoughts rushing through my head. What if this was important to Dr. Richards? What if he was out looking for it, thinking someone stole it? What if he thought I stole it?! I would never steal from him! Crap, I-I’m screwed. I’m a dead man.

I looked back at the flask and the substance within it. It looked like pure ink, nothing special about it. Maybe it was some kind of chemical he was working on. Maybe it wasn’t even from Earth! Oh, god, what if it explodes?! 

Curiosity instantly took over and I felt as though I needed to find out what this thin was. I hesitantly decided to uncorck the flask, the thought of it exploding when in contact with oxygen not even crossing my stupid little mind. I pulled out some gloves, my microscope, and a pipette, preparing my desk for a little science experiment of my own.

“Okay. Here we go.”

I slowly dipped the pipette into the flask, trying to extract at least a bit of it for the microscope. The liquid, however, didn’t feel like cooperating. I couldn’t even tug a bit of it out of the flask.

“C’mon. C’mon, you sludge, get on my microscope!,” I grunted.

In a fit of rage, I decided to pull at the liquid with my own gloved hand. Stupid mistake in the moment. Horrible mistake in the long run.

The thing began to stick to my finger and wasn’t letting go. I began to freak out and try to get it off, but nothing was getting it off.

“WHAT THE-?!”, I shouted before swiftly clamping my mouth so May couldn’t hear.

I clearly failed, as I could hear May call out, “Peter? Is everything alright?!”

I gulped, “Yeah, Aunt May! Just stubbed my toe! Everything’s FINE!”

I yelped as the thing began to crawl up my arm, the liquid quickly emptying out of the flask and covering my body. Freaking out, I whipped out my web-shooters and fired a strand at the open window in front of me (my apartment has crappy air-conditioning. Sue me...Actually, don’t sue me, I’ve got like nothing.)

I pulled back at the strand and shot myself forward, flinging myself out of the building. The thing kept climbing up my body as I tried to climb up to the building’s roof.

“Ohgodohgodohgod!”, I kept shouting to myself, freaking out. What if this thing kills me? What if it eats me alive?! Oh god, I knew I’d die doing something stupid, but I thought it would be a badass, “fight the good fight” type of stupid, not a stupid kind of stupid.

Before I could even land on the roof, the thing wrapped around my whole body. All I could see was inky blackness. I could still feel the thing move around my body. I felt like it was consuming my every being.

“Oh god, am I dead? Am I dead? I mean, I’m talking, so that’s gotta be a good sign, right?!”, I screamed at myself, “...Hello? Can anyone hear me? HELLO?!”

“Hello.”

I shrieked like a child. I mean, when a voice suddenly speaks out at you from inky darkness, how else does one respond?

“God?! Is that you?!”, I shouted back, hoping for an answer.

“Hello, Peter Parker,” the voice once again said. It sounded almost robotic, like SIRI or Mr. Stark’s JARVIS program.

“W-Who is this? What’s going on?!,” I shouted.

“Calm down, Mr. Parker. Everything is fine,” the voice once again spoke up, “Would you like if I took the suit off of your face.”

_ Suit? _ “Uh, yes? Please?”

Suddenly, I guess “let there be light” or whatever, as the substance moved off of my face, giving my head some air and allowing me to see.

“What in the living-?”

I looked down and saw that I was wearing a suit. Not my suit, but a suit. It was the same black color as the substance and it covered all of my body except for my head. Honestly, it felt comfortable, like I was wearing nothing at all. Not in a pervy way obviously, more like a “stupid sexy Flanders” type way.

“Mr. Parker, I’m sensing elevated levels of stress. Heightened heart-beating levels and an increase in perspiration,” the voice once again said.

“Uhh, what the hell is going on? Who the hell are you?,” I asked, tired of not having answers.

The voice spoke, “My apologies. Hello, Mr. Parker, my name is K.L.Y.N.T. Welcome to your new suit.”

“My new suit?,” I asked, “What the hell does that mean? Did Dr. Richards make you?”

“That is correct,” it answered, “My purpose is to protect you and aid you in your missions.”

Dr. Richards actually made me a suit? The guy was always talking about how he didn’t trust me with his tech. Now it turns out he was getting it ready for me all this time? A normal person would be a bit more suspicious, but honestly, I got my own suit! I’m excited as hell!

“So, are you like Mr. Stark’s J.A.R.V.I.S.?,” I wondered, “Like, are you a part of the suit?”

“Mr. Parker, I  _ am _ the suit.”

“Okay.” Yep, that’s all I had to say. Weird black thing wraps around my body and all I can say is ‘okay’.

“What is your first command?,” asked K.L.Y.N.T.

I frowned, “So, you have to follow every request I make?”

“I am here to serve you, sir,” it confirmed.

I thought over this situation. I had a lot of work to do back in my apartment and I was still tired from earlier, but this suit did look pretty cool. Plus, it came right from Mister Fantastic himself! How could I not try it out?!

“Alright, well, it doesn’t seem too late for patrol,” I shrugged, “So, how do web-shooters work for you? Cause I’m pretty low on the substance right now and I need to get back to my school lab for-”

Suddenly, my hand jerked and a black strand of webbing sprayed right out of my wrist, sticking to a building far ahead of me. I didn’t even make the “thwip” gesture, it just came right out!

“Whoa!,” I stepped back in surprise, “I didn’t even do anything!”

“You didn’t need to, Mr. Parker,” K.L.Y.N.T. explained, “Now, shall we begin?”

Kicking bad-guy butt or science homework?... I thought about it for a millisecond before jumping off the roof.

….

“WOOOOO!,” I whooped as I swung over the buildings of New York. Something about swinging in this new suit felt amazing. It was so comfortable to flip around and move in. The best part was that I didn’t even need to flick my wrist to shoot out my webs. Sometimes the suit just did it for me. Sometimes the webs came out of my palms or my fingertips. I couldn’t believe Dr. Richards gave me this thing!

It was also easier to breathe in this thing. I didn’t feel clogged up like with my old mask. Even my eyesight was better. I needed to use goggles to help me control my heightened senses when on my missions, but with this suit, everything was dialed down to how much I needed to do my job.

I landed on a rooftop, panting from excitement. All I had to do was think it and my mask just came right off. I was smiling like a doofus.

“Holy crap! This is so cool!,” I laughed, “Dude, what is this suit made of? This is so much more comfortable than my old suit!”

“I am made from the finest materials that Dr. Richards has gathered from his journeys,” K.L.Y.N.T. answered.

I couldn’t believe that Dr. Richards was trusting me with this stuff! This thing was definitely going to help out against the bad guys.

Speaking of bad guys, I heard screaming coming from down below. I looked down from the rooftop and saw two muggers attacking a girl in the alley.

“HELP! PLEASE! SOMEBODY HELP ME!!,” she screamed.

“Shut the hell up and give me the goddamn purse right now!,” one of the muggers shouted at her, holding up a switchblade.

I glared downwards, signaling my mask to recover my face, “Okay, K.L.Y.N.T., let’s get to work!”

I aimed my arm at the dude with the blade and fired a strand at his chest. The guy grunted before he screamed as he got pulled up towards me. He flew through the air before I caught his shirt in my hand.

“Hey, buddy, nice night for a stroll through the city,” I quipped, holding him in front of me.

“WHAT THE HELL ARE YOU?!?!,” he screamed, freaking out.

“Spider-Man, new and improv-!”

Before I could even finish annoying this dude, my spider-sense kicked in. My eyes instantly sharpened as I realized the danger was coming from the blade he was about to dive into my chest.

The blade hit me before I could even move. Thankfully, instead of blood-curdling pain, the blade simply broke in half like it hit a stone wall.

“Huh,” I noted, just as surprised as the mugger, “That could’ve been bad.”

Suddenly, a web strand shot from out of my chest, propelling the guy backward and sticking him to the side of the building in front of me.

“No more Mister Knife-guy,” I joked to myself before muttering, “God, that was bad even for me.”

From out of nowhere, the sound of a gunshot rang through the air and I felt something tap my shoulder. Confused, I looked at my body to see a bullet stuck in the inky goo that was my suit. I looked over to see generic mugger #2 with a gun in his hand. He was shaking, freaking out about what he was seeing.

I giggled at his apparent fear, “You think you’re shocked? I’m the guy you just tried to shoot!”

A web-strand shot out from my shoulder, right from where the bullet hit me, and knocked right into the guy, webbing him to the floor. I hopped on down to check on the girl and see if she was alright.

“Hey, ma’am, is everything alright? Are you okay?,” I asked. The woman immediately threw herself onto me and glomped me into a big hug.

“Thank you! Thank you so much! Thank you!,” she kept on screaming, clearly relieved to be alive.

“It’s no problem. Just doing my job,” I salute, “Uh, call the police and make sure they get you home safe.”

Before I walked away, the woman called to me, “Hey! Who are you?”

I turned and smiled under my mask, “I’m your friendly neighborhood Spider-Man.”

I flicked my wrist and was flung up, swinging myself across the city. It was at this moment that K.L.Y.N.T. decided to speak up.

“How do you like the suit, Mr. Parker,” he asked in his robotic voice.

“Honestly, man,” I grinned, “I could get used to this.”

**Notes for the Chapter:**

> All looks fine, right? Right? Anyways, thanks for reading this. If you have any comments or questions, feel free to ask! See you soon, guys!


	3. Experimentation

**Summary for the Chapter:**

> Pete's life starts to get a little easier.

“So, back up. Mister Fantastic gave you a new suit?”, MJ asked. 

We were in the middle of a lab experiment in science class and I really needed to focus. I rushed through my science homework from last night and I know I definitely messed up on some parts during the rush over to school. I would’ve done great if I had more time, but staying up late at night fighting bad guys with your new A.I. buddy can distract you. 

The second I got home, I just passed out onto the mattress that was my bed and fell asleep. Miraculously, I woke up in my normal clothes.

“Yeah, that’s what K.L.Y.N.T. said to me,” I responded while I began stirring some chemicals.

“Ah, the robot voice in your head?”, she sarcastically asked.

“I mean, Mr. Stark has an A.I. How weird is it for me to have my own?,” I pointed out.

“Still, isn’t it a little weird that he’s suddenly given you this thing?”, MJ asked, “I mean, you told me how much he didn’t trust you with any of that sci-fi stuff he keeps up in his building.”

“Weeell, he didn’t necessarily give it to me,” I awkwardly replied.

“Did you-?!”, she stopped herself from screaming before lowering her volume, “Did you steal this thing from the Fan-freaking-tastic Four?”

“Wha-No, man, no!”

“Peter Parker, from superhero to super-criminal,” she grinned, enjoying watching me squirm.

I looked up, defensive, “Hey, hey, I didn’t steal this suit. It fell into my backpack on accident! I want to give this back to the Baxter Building, but Mr. Richards’s family isn’t on Earth at the moment.”

“Did you try calling Johnny?”, she asked.

“First thing I did when I got back from patrol! He’s not picking up.”

“You try any of your other super-buddies?”

“All of them are busy right now, MJ,” I groaned, “Bobby’s working to convince Professor Xavier to upgrade him from student to teacher, Mr. Stark is busy with this new superhero team he’s created, and Shuri’s in Wakanda doing princess stuff. I think I’m just going to wait until the Four get back so I can talk to them about this.”

“Talk to who about what?”

MJ and I both fumbled with our lab equipment as Gwen came back from the bathroom. Sometimes, it was a bit stressful keeping a secret from my own girlfriend.

“Uh, wait until I can-”, geez, I’m getting worse at lying.

MJ, thankfully, decided to step in and save my ass, “We were talking about waiting until you get back to plan a graduation party. We were wondering, your house or mine?”

It’s times like this I’m grateful to have a theatre kid as a friend.

“MJ, no offense, but your apartment is about as small as Peter’s and, knowing the people you like to invite to these things, my mom isn’t going to just let a bunch of dumb teenagers get anywhere near her house,” Gwen quickly stated, “Let’s just head to Harry’s and…”

“NO!”, both MJ and I yelled, garnering the attention of everyone in the class, my teacher included.

“No?”, Gwen asked, clearly taken aback.

“Uh, I mean, we don’t want to disturb or destroy Harry’s place,” I explained, pulling lies out like a rabbit out of a hat, “You know his dad can be a bit of a heel.”

“I thought you idolized Harry’s dad?”, Gwen asked, forcing me to dig my own grave a little faster.

“Well, you know what they say. ‘Scientists are total dicks’”, MJ spoke up.

Gwen tilted her head in confusion, “MJ, you realize both Peter and I want to be scientists, right?”

I awkwardly smiled for a good five seconds before shouting, “CHEMISTRY! Back to chemistry!”

As Gwen began to try to catch up with our notes, MJ leaned next to me, “Is the suit at least as cool as the old one?”

“It’s all black,” I answered.

“Dude, you gotta customize it,” she grinned, “Branding’s everything, man.”

...

English class was nice. Not because I was good at it, God, no. It was because I got to spend it with my girlfriend and my best friend. We sat in the back and enjoyed joking around with one another, loving the fact that our class’s teacher was slacking off now that we were about to graduate.

“Man, I am so glad we’re not doing anything in this class,” Harry smiled, twirling around a pen.

“Dude, you don’t do anything for this anyways”, I pointed out, “Or for any class.”

“Not true. Who’s the one who saved your ass for that cooking project,” Harry objected.

Gwen chuckled, “You almost burned down the kitchen, right?”

“And you needed your dad to bust you out,” I added.

“Oh, screw you, Stacy. Screw you too, Parker. Screw both of you,” he jokingly said, before looking down. I couldn’t really read his expression, but he didn’t seem so happy when I mentioned his dad.

Harry and his dad didn’t exactly have the best relationship. Harry didn’t want to live up to his father’s expectations. He didn’t want to become head of Oscorp, his family’s company. And his father...That’s another story.

“So, what do you plan to do after all this is over? I never asked,” Gwen asked Harry.

“First chance I get, I’m moving out and living on campus,” Harry answered, “I’ve got enough money in my account from my mom to let me do anything I want. What about you, Blondie?”

“Dr. Warren’s internship has been going great so far,” Gwen smiled, “We’re doing great work there with cloning.”

“Cloning?”, Harry looked up, “We haven’t achieved that yet? I figured what with all the crazy stuff happening around the world, in this city no less, we would’ve gotten to that point by now.”

“Trust me, once we finally get it, you can have Miles and I to thank for it!”, she smiled with pride.

“Miles?”, I noticed, “You’re on a first name basis with Dr. Warren now?”

“Did I say ‘Miles’.”

“Most definitely said ‘Miles’.”

“Pretty sure I said ‘Dr. Warren’.”

“Harry, what’d she say?”

The redhead chuckled, “I think I heard a ‘Miles’.” We both laughed as Gwen pouted.

“What can I say? The man’s actually great to work with,” Gwen explained, “He’s been helping me prepare for Empire State, he listens to my problems, he’s actually...a nice guy.”

Harry and I shared a glance and we could both tell we were thinking the same thing. Gwen’s known Dr. Warren for a while, ever since her father died. We knew that she looked up to him and that she kind of reminded him of her dad. I will admit though, something deep inside of me felt jealous. Jealous that she went to her mentor/teacher whatever instead of me, her own boyfriend.

Eventually, the bell rang and we were off to lunch. As we got up, Harry leaned over to me.

“You know, Pete, I’ve been thinking,” he explained, “You’ve been with Gwen for some time and I figured that you two haven’t had a real date yet.”

“What? We’ve been on plenty of dates!”, I pointed out.

“Pete, I mean a real date. Fancy dinner, nice suits, something like that,” Harry grinned, “What if I could hook you up somewhere? Maybe a reservation at Raimi’s?”

I’m not going to lie, I was used to requests like this from Harry. As much as I hated to admit it, Harry wasn’t that different from his dad in some ways. He always believed that spending money and offering things could get people to like him. The thing is, however, my family is the type who doesn’t want payouts. If we want something, we must earn it ourselves. Plus, I liked the guy for who he was, not for how much he has in his pockets.

“Look, I’ll think about it,” I said, “Thanks, man.”

“Ey, no probs, man,” Harry clasped my hand in our bro-handshake, “That’s what I’m here for.”

I walked off towards Gwen as we headed to lunch. She took my hand into hers as we walked down the hallways. 

“Oh, you think you’re slick like that,” I grinned, noting her holding my hand.

“What good is a boyfriend if you don’t flaunt him?”, she jokingly responded.

I rolled my eyes, “Did MJ teach you that one? Cause that’s totally something she would say.”

Honestly, I never thought I would get to this point in my life. Me having a girlfriend. Her also being a science geek like me. Her genuinely loving me. 

“Peter, I’m detecting heightened heartbeat levels. Is everything okay?”, came a familiar robotic voice.

“WHAT THE FU-?!?!,” I shrieked like a child, jumping in the air.

Gwen and a good chunk of the other students, turned to me like I was a crazy person (which I probably am, to be honest).

“Peter, what the hell?!,” Gwen shouted.

I tried to compose myself, though the look of panic on my face didn’t immediately go away, “Oh, uhhh...SPIDER! Yeah, there was a spider right in front of me! Hate those things!”

Gwen’s eyes darted around the halls, “Peter, there is no spider!”

I nodded absent-mindedly, hoping my “charming” demeanor would distract her, “Really? I thought I saw one! Well, you know how I am. Ever since the Oscorp thing and everything! You can never be too sure!”

She still stared at me like I was a maniac, but we continued to walk down the hallways.

“Peter, you know I care about you, but ever since...your uncle, you haven’t really been the same,” Gwen hesitantly said, “Are you sure you’re okay?”

I gulped, the mention of my uncle catching me off guard. Uncle Ben...he’s the reason I do this. Because I was a dumbass who tried to get rich off of my powers, I couldn’t save him. It’s been three years, but honestly, I don’t know if I ever got over-

Thankfully, before I could go down that emotional path, K.L.Y.N.T. spoke up again, “I’m now also sensing an increase in your emotional levels.”

I tried my best to stay composed as I resumed my conversation with Gwen, “Look, I know I’ve been a bit weird ever since...but everything’s fine, truly. Do you trust me?”

I felt like a complete heel asking if she trusted me. I’ve been lying to her for years about what I do and who I really was. I always told myself it was worth it, but honestly, I think I just wanted her not to get too close to me.

A small smile crossed Gwen’s face, “Of course I do.”

I bent down to lock my lips with her when my own personal Jiminy Cricket felt the need to comment.

“Mister Parker, I am detecting an increase in testosterone-.”

“Uh, Gwen, I’m gonna go rush to the bathroom,” I panicked, “I’ll see you at lunch!”

I quickly ran down the halls towards the bathrooms. When I found them, I barged in and looked around, checking to see if anybody was inside. Thankfully, it was empty. I went into one of the stalls and began to go into full-on panic mode, sitting down on the toilet.

“K.L.Y.N.T.?!”, I shouted, “WHAT THE HELL IS THIS?! WHERE ARE YOU?!”

“Currently, bonded to your nervous system, Mister Parker.”

“WHAT?! YOU’RE,” I started to quiet myself, “You’re inside me right now?!”

“Yes, sir, that is one of my main functions,” he explained, “That way, you can avoid the hassle of struggling to put on your suit and I can help you whenever you need me to.”

Well, that’s not creepy at all.

“Okay, look, ignoring the massive creep factor of that,” I told him, “Could you please not talk to me when I’m with other people. Kind of hard to focus on a conversation when some suit is trying to distract me!”

“I will make sure to do so,” K.L.Y.N.T. noted.

I sighed, “Thank you.”

Right before I got up, I felt my phone buzz in my pocket. Weirdly enough, once my phone buzzed, I felt something move within my own body.

I looked at my screen and saw an alert from my  _ Heroes & Harm _ app. The newly-released app was meant to alert people when any superhuman violence was going down in your vicinity. It was very helpful to find out where crap was going down.

The alert read  _ Electro, Vulture, & Rhino attacking within 20 miles of you. _

“Ohhh, crap,” I moaned. I quickly checked my watch and saw that I had only thirty minutes until the bell rang, signaling the end of lunchtime. I could be a normal person and let the cops handle this, but unfortunately, I’m the type of person who runs into danger.

“Okay, K.L.Y.N.T.,” I whispered, “Time to see how you do in a supervillain fight.”

“I am prepared, sir,” he responded.

I opened up the stall and walked out, confident. That’s when I turned around to see one of my classmates, looking at me like I was a crazy person.

“Oooh, uhhh…,” I awkwardly tried to think of an excuse, “You heard all of-?”

The guy nodded, clearly wondering if he should call a teacher over.

I gave a weird smile and help up my phone, “Parents, right? Can never stop...calling?”

That’s a thing parents do, right? I don’t know, I just busted out of there as fast I could. Maybe there’s a reason people think I’m insane.

...

This suit still amazed me. I was able to swing into the city in under six minutes, way faster than it usually takes because I usually have to save up my webbing.

I landed on the side of the building and looked down to see some chaos going down. A bunch of squad cars were on the scene, as three of the biggest thorns in my sides were wrecking Manhattan.

Floating above the police and tossing bolts of electricity was Max Dillon a.k.a. Electro. He had light brown skin and electric scars covering his face. He wore a scorched green and yellow hoodie that was crackling with lighting. His golden eyes had an awful malice in them as he cackled. Guy used to be an electrician, a bit of a schmuck, before he got powers from an accident. Kind of like me minus the sudden homicidal tendencies.

Landing next to him was Adrian Toomes, the Vulture. He was super-old, it was honestly amazing that he was able to fight as well as he did. He wore a half-face mask covering his mouth that almost looked like a beak. He wore a green, black, and red armored suit and a backpack. Sprouting out of his backpack were massive metal blades, large enough to gut anyone stupid enough to piss him off (like me in a way).

The man was smart, used to work with Harry’s dad before he got the typical Oscorp treatment and got screwed over. The guy tried making an honest living working as cleanup for superheroes, but Mr. Stark creating the Damage Control program screwed him and his crew over. He runs a big part of the super-weapons-dealing business in the city.

Roaring at the cops was Aleksei Sytsevich, the Rhino. Former Russian muscle turned superhuman monster. Outside of parts of his face, he was covered in grey armor, giving him a massive height. On top of his head were two horns that he looked like he was about to put to good use. A part of me felt bad for the dude, as he was stuck inside his armor and could never take it off. However, robbing banks and attacking cops isn’t exactly helpful when trying to garner sympathy.

Electro cackled like a maniac, blasting down any cops trying to shoot him down, “Like fish in a barrel! Yo, Toomes, you got the cash?!”

“All’s going according to plan, Max!,” Vulture hovered downwards, his eyes showing glee. As I looked closer, I could see duffel bags full of cash in his hand. One of his wings began to hover a little higher, as some of his metal feathers shot off and crashed into a car, flipping it over into the air.

“Get down,” one of the cops in the way of the falling car shouted. Before it reached the ground, the police car got webbed to the side of a building, all with the flick of a Spidey wrist.

“Alright, let’s get to work,” I whispered before leaping down. I shot a web at the building behind me and swung forward, feet out in front of me.

“LOOK OUT BELOW!”, I shouted downwards.

Rhino looked up to see my feet crashing into his face. He stumbled back, some blood running down his nose. I flipped back and landing on the ground, getting ready for a battle.

“What in the hell?!,” Rhino shouted in a Russian accent.

I turned to the policemen behind me, “You guys might wanna step back! I’ve got this!”

One of the men, an African-American dude with a pencil stache and glasses, “Who are you? Another super-vigilante?”

“I’m just your friendly-neigh-”, Spidey-Sense went off. That ain’t good. “GET DOWN!”

I caught the police car flying at me with my own two hands before it crush me into Spidey-Paste.

“Fall back, guys!,” I shouted at the cops, who began to back off. I turned to see the three baddies looking at me. I’ve seen villains team up before, but these dudes, they were on a different level than say Shocker or the Beetle.

Electro squinted his eyes, “Who the hell are you supposed to be? Ink-Man?”

“Crap, tell me you’re not one of Stark’s new boy-band,” Vulture groaned, looking just as confused as his comrades.

“What? I put on a new suit and suddenly, you can’t recognize me,” I chuckled, “Here, let me give you a hint.”

I shot three web-bullets, one hitting Electro in the face and the other two hitting Vulture’s hands, causing him to drop the cash in his hands.

“For the love of-!”, Vulture cursed, a look of recognition crossing his face.

“IT IS SPIDER!”, Rhino yelled, clearly pissed.

The webbing burst off of Electro’s face, electricity sparking off of his face, “So, the bug got himself a new suit. Let’s see if it tears as easily as the old one!”

The guy rushed at me, lightning sparking the show below him. I jumped up, dodging him right as he flew below me. Unfortunately, before my Spidey-Sense could go off, I got hit in the back by a burst of electricity.

Surprisingly, even though it hurt, it didn’t feel as bad as it usually was.

“That would be my doing,” I heard K.L.Y.N.T. speak up, as though he read my thoughts.

Two strands shot out of my shoulders, pulling me away right when a giant bolt of lightning almost crashed down onto me. As I flew through the air, a bunch of energy blasts passed by me. I looked down to see Vulture coming right at me, the laser guns on his gauntlets firing at me.

I fired a web from my arm and pulled back, flinging my body away from his aim. I began to run across the skyscraper, with the mad scientist stabbing at me with his wings. Glass flung around from behind me as Toomes was destroying the building in his attempt to kill me.

“Come here, boy!,” he shouted, “I just want to stab you a little!”

I shot a strand right at his face and jumped off the building, using his face as my own swinging post. I soared downwards firing as many web-bullets as I could at Electro and Rhino. 

“AARGH! STUPID..WEBS!”, Rhino growled as the webbing covered his body, sticking his feet to the ground.

I let go of the strand and landed on the ground. I fired a strand from each hand, each one flying under Electro’s armpits.

“Your aim sucks , dude,” he sneered, “I think you gotta stop joking and start thinking!”

“Pfft! You’re one to talk!”, I laughed, pulling back on my strands.

Electro gave a look of confusion before fear covered his face, finally seeing the car being pulled by my strands coming for him. It crashed right into his back, pieces of it flying everywhere. 

Dillon lied down on the ground, grunting. The guy was powerful, but something that big would still leave a bruise on him.

“Hey, K.L.Y.N.T., you wouldn’t happen to have anything that could make this easier, do you?”

“Actually, Mister Parker, I might be able to-”

Before he could finish, a blast of noise crashed into me, knocking me across the street and onto my face. Must have been one of Vulture’s sound-bombs, courtesy of dear old Shocker.

Those things usually hurt me, but this time, it felt worse than ever. It felt like the noise was tearing through my body. 

The creepiest part was when it hit me, I could hear K.L.Y.N.T. scream too.

“You okay, K.L.Y.N.T.?,” I groaned, flipping myself over while still on the ground.

Out of nowhere, K.L.Y.N.T. yelled, “PETER, I-!!”

It caught off guard. He didn’t sound robotic like he usually did, but almost..human.

He must’ve noticed it too, as he quickly reverted back to his usual voice, “Systems severely damaged. Will take time to heal.”

“WHAT?!”, I shouted.

I quickly hopped onto my feet and flipped backwards right when a metal wing almost pierced me. Vulture was swinging his wings around, trying to get a slice of me.

At one point, I grabbed onto his wing and was swung around by the villain as he tried to get me off of them.

“W-would! You! Stop! Swinging! Me! Like! THIS!,” I yelled as he moved the wing back and forth rapidly.

At one point, I aimed my wrist at Toomes, finally getting a good chance to fire at him when an electric bolt hit me right in the face. I flew away and crashed onto the ground, disoriented.

“Come on, K.L.Y.N.T., save my ass, please,” I groaned. I wasn’t ready to fight this many guys at once and I honestly felt like complete garbage at the moment.

I heard the three chuckling, the sound of Vulture’s talons coming closer and closer.

Toomes laughed, clearly enjoying watching me struggle, “New suit, same stupid, stupid child.

He lifted up a wing and prepared to stab me right through the chest. My eyes widened as I felt paralyzed with fear. Just as the blades dove down, I shut my eyes, cursing at myself that this was the way I would go out. To the friggin’ Vulture! Thankfully, someone came to my aid.

“Activating defense mechanisms.”

Right as the metal feathers almost gutted me, a clang was heard. I slowly opened my eyes to see an ink-black, spear-like object stopping the wing from hitting its target.

Vulture looked at me with confusion, “What the hell?”

The black spear swiftly slashed across the wing, sparks flying. It quickly hit Toomes’s chest and sent him flying across the street. 

I slowly stood up and honestly, I was in awe of what I was looking at. The black object wasn’t a spear, but a long, black appendage, jutting out of my back.

“Ho. Ly. Crap,” I muttered.

It wasn’t just one leg. Three more slowly appeared out of my back, stabbing right into the ground and slowly lifting me up. For a minute, I honestly thought, ‘It finally happened, the spider-bite finally mutated me into a Man-Spider or something.’ Thankfully, a little voice in my head calmed me down.

K.L.Y.N.T. spoke up, sounding more confident than usual, “Don’t worry, Peter. We’ve got this.”

The Rhino sneered and roared before charging straight at me. I got into a fighting stance and started charging as well, the legs propelling me forward. I felt like a damn puppet, the legs moving me instead of the other way around.

I’ll admit, I was screaming like a child. Thankfully, I managed not to die.

Instead, I uppercutted Sytsevich, getting him right in the jaw. The impact was so strong that Rhino flipped back and crashed onto the ground, creating a large thud. 

Even I was taken back by what just happened. I could duke it out with Rhino, but I had never been strong enough to knock him down like that.

“WHAT THE-DID I JUST-?!?”, I stammered, astonished.

“DAYUM!! BUG’S GOT BITE!!,” Electro shouted, as amazed as I was.

Rhino stumbled up, getting back on his feet, “He is becoming spider!”

“Then let us squash him like one!”, Vulture growled, starting his jetpack up.

The three charged at me, with Vulture flying higher above, Electro tossing some bolts at Spidey, and Rhino barreling at me, grabbing two cars with his giant hands. 

Once again, I got into a fighting stance before rushing forwards, his legs carrying him across the field. I jumped into the air, two of the legs on my back squirting out a web-like substance. The substance hit Vulture’s chest and as I fell back to the ground, the legs pulled down hard, smashing Toomes right onto Electro.

My spider-legs began to spin around like a fan, shooting web-bullets at Toomes and Electro until they couldn’t move at all.

Rhino tried to hit me with the cars in his hands, swinging at me. I used one of the black legs to hit the dude right in his knees, which surprisingly hurt him. He felt onto his knees right before another leg jabbed him right on the side of his face and another got him right under the chin.

I looked under his arm to see Electro trying to burn his way out of the webs. Before I could shoot another web at him, Rhino hit me in the back with one of the cars, the car and I flying away, right above where I stuck Toomes and Dillon. Before I could fall to the ground, I shot some web strands at Rhino’s arms and my spider-legs fired a few onto the car Rhino hit me with and one on the street.

I slung back, the strands being pulled back into my arms allowing me to grab onto the cars. As I flew forward, I smashed one car onto Electro and skidded forward, kicking the other car into his face.

Rhino groaned, staggering, “You...You will not…”

My spider-legs began to spin around again, shooting Rhino down until he couldn’t even move anymore. He struggled for a little bit until he finally gave up, as done with life as I was.

“Whoa,” I breathed, amazed at how much easier this was than it should’ve been, “K.L.Y.N.T.? You there, buddy?”

“Did we do good,” he responded, sounding almost like an intern talking to his boss or a child to his dad.

I smiled under my mask, looking at the legs coming out of my back, “Hell yeah, you did.”

“Happy to help, Peter,” K.L.Y.N.T. said, almost sounding pleased.

I moved my hand across the leg, “You know, every hero needs a logo.”

“I’ve got you covered.”

The suit began to morph on my chest. I looked down to see a giant white spider emblem cover my body.

I chuckled with giddiness, “Branding’s everything, huh.”

“HEY!”

I turned around to see the cop from earlier looking at me, looking at me warily.

“Who are you?”, he asked.

I chuckled, confidence brewing in my heart, “I’m the Amazing Spider-Man.”

I shot a web at the building above me and began to swing away. Not only that, but I began to use my new appendages to good use. I began running across the buildings, doing flips with my new spider-legs. Sometimes I would just let the legs move me like I was on auto-pilot. I was moving faster than ever before, webs and legs moving everywhere.

This was going to be amazing.

 

**Notes for the Chapter:**

> *Narrator Voice* This is not going to be amazing.  
> Honestly, I love the idea of merging the black suit with the Iron Spider suit. I hope someone actually makes that a thing.  
> Thank you so much for reading! Comments and reviews are very much appreciated. More shall come!


	4. Addiction

**Summary for the Chapter:**

> Pete's feeling the highs and lows of this new life of his.

**** I landed on the school roof with my spider-appendages and slowly got back on my two feet, the appendages slowly going back into my, well, back.

“Oh my gosh, what time is it?!”, I asked, the mask coming off of my face.

“Don’t worry, Peter. You’ve only been gone for twenty-five minutes,” K.L.Y.N.T. answered.

Twenty-five minutes. I was actually able to finish off three of my biggest villains in under twenty-five minutes. I was able to make it back to Midtown all the way from Manhattan in under twenty-five minutes. For once, I actually made it back before the bell rang for lunch to end.

“I LOVE THIS SUIT!!”, I shouted to the air. This thing was like a genie, solving my every wish, “Okay, K.L.Y.N.T., uh, you can turn off now or however this goes.”

“All right, I’ll see you later?,” he asked. More and more, the guy sounded like an actual person instead of just an A.I. I should be concerned, but honestly, it was nice having someone to talk to during all of these missions, kind of like a sidekick or a partner. Someone who can help me when things get rough. Heck, he was calling him ‘Peter’ now instead of ‘Mister Parker’.

“Yeah, of course, bro,” I answered. The suit slithered off of me, as I actually felt it go into my body. It was a bit of a weird feeling, I’ll admit.

I looked around before jumping off of the building. Before I could land, a black tendril came out of my back and stopped me from crashing, allowing me to safely land. The tendril went back into my body as I smiled, knowing that K.L.Y.N.T. had my back.

I quickly rushed through the halls to the courtyard. I looked around before seeing Gwen and Harry at their usual table. The two looked concerned, clearly wondering where I’d been. Instead of starting off stammering with some garbage excuse like I always did, I gave Gwen a big kiss, the type you see people at the end of a romance movie give.

Once I broke it off, Gwen looked at me, amazed, “W-Whoa. Heh, that was-”

“Damn, Pizza Pete,” Harry laughed, looking just as surprised as Gwen, “Did I miss something or did you suddenly get some game?”

“What? A guy can’t kiss his girl?”, I smiled, feeling my heartbeat race.

“ ‘His girl’?”, Gwen asked, incredulous, “Who are you and what happened to Peter Parker?”

“I don’t know,” I laughed, “I just feel so much better honestly, like a new man or whatever!”

“I thought you just went to the bathroom?”, Gwen pointed out, tilting her head.

“Epiphanies come where you least expect”, I said. Man, the excuses were coming off of my tongue at hyper-speed, it was amazing. I don’t even know where all of this was coming from. I might be smart, but I’m not creative TM  like MJ.

“He’s not wrong,” Harry spoke up, “I once took some molly at a party and I think I almost found God.”

“One of these days, you gotta take me to one of these ‘parties’,” I winked at Harry.

He snickered, “Dayum, the wallflower getting out of its roots!”

Gwen leaned over and whispered to me, “Peter, about what I asked earlier-”

“Gwen, trust me, everything’s fine,” I grinned, giving her another kiss. I looked around, wondering who was missing, “Hey, where’s MJ?”

“Looks like she’s pulled a Benedict Cumberbatch,” Harry said, pointing behind me.

Before I could correct him, I turned to see a bunch of students gathering together, Flash in the middle shouting about something. In the middle of this group was MJ herself, looking at something with concern.

“BAM! HE STRAIGHT UP KO’D HIS ASS!,” Flash shouted, a big, childish smile on his face and his mimed the action of punching someone.

“What’s going on?,” I asked.

Harry shook his head, “Apparently, someone just uploading a video of Spider-Man or some knock-off taking down a bunch of supervillains down in Manhattan. Flash’s man-crush on that dude I guess got their attention.”

I couldn’t help but smile. I didn’t think the fight would catch traction this fast, but I guess someone was filming me taking down the terrible three. Maybe Flash hated Peter, but now everybody’s loving Spider-Man.

…

The school day eventually came to a close. As MJ was walking around the back of the school on her way home, I decided to swing on down and say hello.

When I landed behind her, she shrieked, swiftly pulling out a bottle of mace and almost spraying me in the face. Thankfully, Spidey-Sense to rescue, as I ducked down and dashed to the right.

“WHOA WHOA!,” I shouted, “Just me! Just me!”

“Jesus Christ, Peter!,” she shouted, “Don’t DO THAT SHIT!”

I giggled, “Sorry! Sorry! Hey, I saw you with Flash watching that video? What did you-what did you think?”

“Dude, Flash showed me the whole thing! You took down Vulture, Electro, AND Rhino?!,” she yelled at me, a look of shock and worry on her face, “Yesterday, you got your ass kicked by the Shocker! Now, you’re suddenly knocking out Rhino?! The hell’s going on?”

“MJ, K.L.Y.N.T. is the absolute best!,” I grinned, “Since I’ve got him, I’ve been so much faster! I got to Manhattan and back in like twenty-five minutes! TWENTY FIVE! I mean, I’ve always been able to trade punches with Rhino, but never enough to knock him down that fast! OH! Oh! I also-I also got these!”

Suddenly, with one thought, my four spider-appendages sprouted out of my back and flashed in front of MJ, causing her to yelp and stumble back.

“Whoa, whoa! I got you!”, I swiftly got one of my spider-legs to grapple onto her waist and pull her up before she could fall.

“SEE! He’s so helpful, man!,” I pointed out, the legs sinking back into my body, “I even added the logo, like you asked! Branding and whatever! W-What do you think?!”

For once in the entire time I knew her, MJ was completely silent. I couldn’t one-hundred percent guess what her expression was. It mostly looked like surprise, but there were flashes of worry and fear. The last time I saw her this quiet was when her and her aunt Anna were trying to help my family through Uncle Ben’s death.

“P-Pete...This is…,” she stuttered.

Before she could finish her response, I heard my phone ringing. I pulled out my phone and saw it was Harry calling me.

“Hang on..,” I picked up the phone, “Hey, Harr, what’s up?”

“Hey, man, my dad said he could pick me up today. He said he thought it would be polite to offer you a ride,” he answered, “You know he’s the type who doesn’t take ‘no’ for an answer.”

“Oh, course, man!,” I chirped.

“Cool, we’re right out front!”

I hung up and turned to my friend, “Hey, Harry said he could drop us off at our apartment complex. Wanna grab a ride?”

MJ and I lived in the same building, so it would make sense to carpool. MJ, however, shook her head, warily, “No, no, I think I’m good, man. I’ll catch up with you later.”

“Sweet!,” I nodded, sensing the awkward tension in the air, “See you around!”

As I walked off, I failed to notice MJ slowly pulling out her phone in the hopes of calling up a certain hothead.

…

I smiled as I saw Harry waiting outside of a black limo. He waved at me, walking towards me.

“Sup, ready to head out?”, he smiled.

“Yeah, hang on,” I grabbed onto his shoulder, “I was thinking about what you said earlier and I think Gwen and I could use a nice night out at Raimi’s.”

“For real? Finally stepping off that high horse and taking a favor from your pal Harry?” he smugly looked down at me.

“I have you for a reason, don’t I?,” I joked, climbing into the limo.

A voice came from in front of me, one that brought me down and chilled me to my core, “Well, Peter, nice of you to join us.”

I looked up to see the owner of that voice: Norman Osborn.

Here’s the thing. If you were to take on look at him, you wouldn’t immediately be like,  _ Oh yeah, he’s totally a psychopath _ . You would probably think that he seemed like your typical dad. He looked a lot like an older Harry. He had the same bright orange hair, he was a bit stockier by comparison. He wore a nice business suit that reeked one-percenter. Even his face appeared somewhat charming and appealing, like a nice guy.

However, he was no typical dad and he was from a nice guy. This man was the Green Goblin.

Let me recap. Osborn was the dude who made the spider who gave me my powers. Somehow, this dude found out I was bit and, once I made headlines as the “Spider-Man of Queens”, he put two and two together. He tried using the same formula that gave me his powers, but instead it just turned an already bad man worse.

He started dressing up in green and bombing New York. He had enough tech and know-how to destroy the city. The guy wanted to take over the criminal element of the city, becoming the next big crime-lord, as powerful as Fisk or Tombstone. Sometimes, he wanted me to join him, become his personal muscle. Other times, he was content enough to try to take my head off.

Once Harry climbed in, Norman turned to the driver at the front, “Bernard, take us to Mister Parker’s residence. You remember where it was.”

“Of course, sir,” replied Mister Bernard.

We drove off, the tension clouding us like fog.

“So, Peter, it’s been so long,” Osborn started, speaking like a stereotypical dad, “How’ve things been? What’s new?”

I tensed up, trying not to alert Harry that anything was wrong, “Oh, you know, same as usual. Trying to get by in life.”

“Harry here tells me you got into Empire State. Congratulations,” he smiled his faux smile.

“Um, thank you,” I said, wondering if it was just me or it was really hot in this limo.

“He also mentioned that you got the Baxter Scholarship,” Osborn mused, “Outstanding! I’m sure the good ol’ Fantastic Four are always there to give you a hand.”  
“Well, I’ve never actually met any of them,” I lied, but based on the look on his face, he didn’t believe me.

“Are you sure? I mean, a boy as smart and as...unique such as yourself would surely be able to garner the recognition of Reed Richards himself.”

“I wish I was that lucky.”

Osborn scoffed, “Luck? Peter, take it from me, there is no such thing as luck. There is only action and reward. I mean, luck wasn’t what gave me a multi-million dollar company, hard work and sweat was. The only ones who encounter anything resembling ‘luck’ are the ones who don’t deserve anything.”

On that last sentence, he turned to Harry, who immediately looked down. 

Yeah, as if being a mass murderer wasn’t horrible enough, Osborn was quite a dick to Harry. Harry has always looked up to his father, but they never saw eye-to-eye on his future. Osborn wanted Harry to take over the company and be just as smart and powerful as him, but Harry wasn’t interested in any of that. If that wasn’t enough, Osborn would always look at me like I was HIS son, clearly trying to get a rise out of Harry.

I tried to change the conversation, “So, how have things been going with you, sir?”

“Oh, everything’s been going great at Oscorp, nothing out of the ordinary,” he smiled, “However, something was going on today with the interns. Something about some hero fight in the city.”

Harry nodded, “Yeah, apparently Spider-Man beat the crap out of Rhino, Vulture, and Electro. Had some new suit on. Everybody in school’s talking about it.”

“Ah, yes, what an odd character, that guy. I will admit though,” Osborn turned to me, smirking, “I am curious where he got that costume.”

I gulped. Something inside of me began to churn.

All of a sudden, K.L.Y.N.T. popped up in my head, “Peter, do you want me to attack him?”

I don’t I’ve ever heard him sound this angry before. I’ll admit that the idea of going a few rounds with this guy was tempting, especially since he didn’t have his armor on him. However, I’m not the type of guy who gives into my inner rage. I had to keep myself in check.

Before I could say anything, Osborn looked out the window, “Oh, looks like we’ve already made it.”

We stopped in front of my apartment building. I grabbed my stuff and reached for the door.

“Well, it was great to see you, sir. Thanks for the ride. I’ll catch you later, Harry.”

I exited the car, running as fast as my legs could carry me. I could not handle being in a confined space with that absolute monster.

“Peter, hold on a moment!”

I turned to see Osborn walking towards me, the car door open behind him.

“Mr. Osborn?”

“I was hoping I could walk you to your apartment, maybe have a nice chat with you. After all, it’s been some time now, hasn’t it, kiddo?”, he smiled.

I looked him up and down, not believing for a second that he actually cared about my personal life, but I simply nodded, “Okay. Sure.”

“Wonderful,” he grinned, turning to his limo, “Hey, Harry, this may take a bit of time, so just hang on in there!”

“Alright, just don’t get into one of those long sci-fi convos you love to get into,” Harry responded. Even though that was meant as I joke, I couldn’t help but notice Harry’s lingering gaze at me. It almost looked like jealousy.

Once we walked through the door, Osborn’s cheery, dad-like demeanor suddenly shifted. His smile suddenly got sharper, more sinister. His back straightened as he began to look down on me, as if he wanted to create a sense of dominance.

“So,” he began, his voice dripping with menace, “He still doesn’t know?”

I didn’t respond, which I guess was his answer.

“Didn’t think so. Ah, Harry. Sometimes, it’s a bit hard to remember that he’s mine, you know. Kid like that, he’s got potential, but I have no idea why you hang out with him.”

I frowned, glaring right into that man’s eyes.

He continued, “You know, I think I get it. He makes you feel amazing. Not in the ‘let’s make out behind the bleachers’ type of way. I mean, you have the blonde for that!”

My muscles tensed when he mentioned ‘the blonde’. I forgot that he knew who Gwen was, hell, he knew about everyone I cared about. This asshole could rip everything away from me if he wanted to.

“I mean, more in the ‘he makes me feel better about myself’ type of way. I mean him, that hussy who’s TOTALLY a natural red-head, all the other kids at that school of yours, they’re stupidity helps you feel like a god, right? That feeling, that desire for superiority. You’ve got it!”

I quickly turned to face him, prepared to speak my mind, but he cut me off.

“Ey! Ey! I’m not judging! That feeling, I love it! Rev’s me up! Makes my job a little tolerable! Honestly, I was hoping it would hit Harry, but he’s merely another sheep in the flock.”

The creep put his hand on my shoulder and I could feel K.L.Y.N.T. rattling inside my brain, a rumbling in my head.

We finally reached the elevators after what felt like an eternity of walking down the halls. We got in and I tried to walk to the other side. Unfortunately, he grabbed my shoulder and pulled me back in.

I gulped, “What do you want?”

“Straight to the point!,” he pointed at me, “That’s what I love about this dynamic! You’re always joking with your villains and there just like ‘oh, that darn Spider-Man!’ With me, it’s all flipped! I won’t lie, it makes me feel a little special hones-.”

“WHAT. Do you. Want?,” I enunciated. I was getting real tired of this guy’s horsecrap and I was about to flip my lid, or better yet, his body.

“What I always want, Peter.”

I snickered, “You’re about as consistent as-”

“As what?,” he tightened his grip, “Finish that for me. Show me the wit that MY spider gave you.”

I shut up. I may hate the guy, but I’m not an idiot.

Osborn continued, “When we began this whole thing, you were a display of my power. Someone that could help me take over this city and run my little criminal empire, you know. A red and blue attack dog. Of course, you grew more powerful. Became more experienced. Made connections with some big league ‘superheroes’. And now, this new suit of yours. Who gave it to you? Stark? Richards? Or have you finally moved past web-shooters and made a real weapon?”

I shook my head, my fists clenched, “Why don’t you go find some other person to toy around with?”

“Oh, but Petey, where’s the fun in that?,” he grinned.

The elevator doors finally opened up and I just darted straight out.

“Hope to speak with you soon, Spider-Man!,” Osborn flashed his shiny white teeth as the doors slowly closed, his mug ingrained in my mind.

The second he left, I began to throw my fists around in the air like a child, clamping my hands over my mouth to stop me from screaming. God, the nerve of that monster! I couldn’t even take him down if I wanted to! Not only was the guy smarter and stronger than me, but no one would believe that Norman Osborn, one of the most powerful men in the country, America’s sweetheart, had a double life as a mad bomber/rising crime-lord.

“HATE that bastard! Hate! HATE that bastard!,” I growled to myself, clutching my backpack.

I got to my apartment and began to walk to my room, hoping to find some sense of peace, but honestly, all I could think about was how Osborn was totally going to try to kill me later. If not today, then tomorrow. If not me, then someone I cared about!

“Peter! You’re home early!”

I turned to see Aunt May on the couch, laptop in her hands. 

“Hey, Aunt May,” I smiled.

“MJ give you a ride?,” she asked.

“Actually, Harry did. Yeah, I talked to his dad,” I explained, “Guy hasn’t changed a bit.”

May shook her head, sighing, “I love that boy, but his father...I know you idolize the man, but something about him gives me the creeps.”

I nodded. K.L.Y.N.T. felt the need to agree.

“Your guardian’s correct. He is, as you would say, a ‘total dick’,” he said.

A laugh burst out of my mouth. I clapped a hand over my mouth, hoping she wouldn’t notice. 

I chuckled, “Okay, I think I’m gonna go start my homework right now.”

“Wait, hang on, Peter,” she called for me, “I wanted to talk to you about Empire State.”

My stomach sunk down. I would rather get stabbed by a Goblin-Glider than deal with college discussions.

I took a seat next to her, putting my backpack on the ground, “Uh, what about it.”

“Well, you know how happy I am that you were able to get the Baxter scholarship and you know how proud I am that you managed to get into Empire State,” she smiled.

“Yeah, I know.”

“But Peter, once you go in, you’re going to have to face new challenges and most of them, you’ll have to do alone.”

K.L.Y.N.T. started to growl, “No, you won’t.”

The sudden sense of rage in his voice took me aback. 

“Yeah, yeah, I know. It’s a whole new world,” I nodded, trying to keep my focus on her.

“And I know that lately you’ve been...distracted. I know you have your own life, but I can’t help but notice that you’re always rushing around. Now I don’t know if it’s for the Bugle or if you’re with your friends or...if it’s about Ben.”

The second she said Ben, I tensed up. I should’ve been focused on what May was saying, but honestly, all I felt was anger. Anger towards Osborn. Anger towards not knowing about my future. If I’m being honest, I was feeling anger towards everyone. I couldn’t even keep my attention on May. All that was going through my mind was the sound of Goblin-like laughter and the sound of bombs.

“I just want you to be safe. To be able to handle what comes at you because at some point, it’s going to be just you...Peter, are you listening to me?”

I snapped back to attention, “Hm? Yeah, yeah, yeah! I..get what you’re talking about. I...May, I know a lot has happened, but just know...I have things handled. I know what I have to do. I think we got this.”

She turned her head in confusion, “We?”

I stammered, “Um, I, sorry, I.”

“Peter, are you okay?”

“Yeah, yeah, yeah, I’m just tired from everything today,” I commented, “Look, I think to take a nap.”

“Oh, okay,” she nodded, “Yeah, I think that’s probably a good idea.”

“Great, thanks,” I said before picking up my bag and rushing to my room.

I fell on my back, covering my face in shame. 

“What the hell is wrong with me? What the hell kind of conversation even was that?,” I muttered to myself.

K.L.Y.N.T. responded, “What’s the problem?”

“Man, she just poured her heart out to me and I gave her absolute crap,” I muttered.

“Peter, this isn’t on you. That conversation came out of nowhere.”

“So what? I can handle ambushes from bad guys but sudden emotional discussions are too much with me?,” I face-palmed, “All I could think about was all the shit I’ve been going through.”

K.L.Y.N.T. asked, “I don’t understand. Why not simply kill the Goblin?”

“Because Spider-Man is not a killer,” I made clear, “I can’t sink down to that level.”

“Even if he kills others,” K.L.Y.N.T. pointed out, “This is only going to create a cycle of fighting and destruction.”  
“I know! I know! I just...I don’t want any blood on my hands.”

“...I know that as an A.I. in a suit, I don’t have much to go off of,” he said, “But I think you don’t have to be alone in all of this. You have me. I think that as time goes on...we can become something greater. Bigger than the Four or Mister Stark’s new team.”

“You really think so?,” I asked, surprised by the suit’s comforting attitude.

“I really do, sir.”

Who would have guessed that the one who was actually there for me was a suit? Ever since I got K.L.Y.N.T., it felt as though my issues were being solved. I was more confident, I could take on the bad guys faster before they could hurt anyone. It feels like things are actually getting better.

My phone began to ring. I looked down and picked it up, surprised by who was calling me.

“Hello?,” I spoke.

“Hey, wassup, Pete. It’s Johnny. We need to talk.”

**Notes for the Chapter:**

> Little detail: Notice how with every important adult in Peter's life, he's always either calling them by their first name or as   
> Mr or Mrs, but with Norman Osborn, it's just Osborn. Gives you an idea of how little respect Peter has for him.
> 
> Anyways, thank you for reading! It means so much to me! More is soon to come!


	5. Risky Use

**Summary for the Chapter:**

> Peter meets up with the Fantastic Four and things get heated.

**Chapter 5-Risky Use**

I swung over the city, black webbing squirting from my wrists. Not gonna lie, I was confused. Dr. Richards said that he was going to be away for a while and Johnny hasn’t been answering my calls since I got K.L.Y.N.T. Usually, when they go on a mission, I have difficulty getting in contact with them. They’re always busy dealing with some interdimensional monster or planned invasion of Earth.

After a little bit, I reached the Baxter Building’s rooftop and leaped downwards, finding myself face-to-face with the Fantastic Four themselves. Now, a normal person would be nerd-gasming about meeting the first actual superhero team. I’ll admit, that was my first reaction to meeting them, but after a while, they became good friends of mine. I even babysit their baby boy Franklin.

Dr. Richards was standing in front of me, wearing his infamous blue costume, the classic “four” logo flashing in front of me. By his side was Mrs. Susan Storm, the Invisible Woman. She’s always been nice to me, helped me study and helped bail me out of some situations at school when I couldn’t call Aunt May. She had blonde hair and almost looked a little worried when I showed up.

Standing next to them was a teenager about my age, my good friend, Johnny Storm, the Human Torch. Johnny’s what I almost became when I first started going out. He was always showing off his powers to the world, making quick cash off of it, and soaking up the fame his adventures gave him. When we first met, he almost kicked my ass, but now, the hothead’s kind of like one of my BFFs (never tell that to MJ).

Finally, there was Mr. Ben Grimm, the Thing. Appropriately named, really. He was a giant orange, Rock-Biter looking dude wearing only blue pants. Mr. Grimm could be a bit rough around the edges, both personality-wise and, well, physically, but he tolerated me and was cool to hang out with.

I peeled back my mask and smiled, “Hey, guys, what’s up!”

“Pete!,” Johnny grinned, “How the hell are ya’!”

“All’s good in Queens, man!,” I shrugged, “Kicking names and taking ass! The usual! Space is good?”

Oh god, I just cursed in front of the Fantastic Four, what’s wrong with me? Johnny, on the other hand, had no such issues with that.

“Hell yeah! It was badass!” the blonde chuckled.

“It really wasn’t,” Mr. Grimm disagreed in a gruff voice.

“Oh come on, it was cool!” Johnny said.

“We almost got shot down by Kree ships and only escaped thanks to Captain Mar-”

“Guys!,” shouted Mrs. Storm, calling the two to attention, “Focus up!”

She turned to me, giving me a weak smile, “Peter, how are you?”

“I’m doing fine, ma’am,” I nodded, “Franklin’s doing good.”

“Growing bigger every day.”

Dr. Richards walked forwards, looking more serious than the others, “Mr. Parker, as Johnny told you, we need to talk.”

I sighed, realizing what this was about. A part of me was happy that they arrived early, so he could thank them for giving him K.L.Y.N.T. Another part of me was confused as to what was so urgent that they needed him to come all the way to the Baxter Building.

I could feel K.L.Y.N.T. rumbling. Something about him always felt nervous. Like he wanted to jump right out of my body.

“This is about the suit, right?”, I asked, “Sir, I am so sorry! I didn’t mean to take K.L.Y.N.T. with me! He accidentally fell into my backpack and when I found out, I tried to all you guys, but nobody was answering. I didn’t really know what to-.”

“Hold on. ‘He’?”, Dr. Richards asked.

“Yeah, K.L.Y.N.T!”, I grinned, “Sir, I’m so grateful you made him for me! I’ve been able to bust criminals so much faster! I’ve been more alert! It’s nice to have a partner to talk to on missions!”

“Peter, who’s K.L.Y.N.T?”, Dr. Richards asked.

“Peter, something’s wrong,” K.L.Y.N.T. murmured.

I tilted my head in confusion, “K.L.Y.N.T! The A.I. you made for me! The suit!”

“Uh, Peter,” Johnny awkwardly rubbed the back of his head.

“Peter, I think we need to go,” the A.I. warned.

“Peter, I didn’t make that...suit for you,” the doctor explained, “I didn’t make it for anybody.”

I gave a nervous laugh, “What? Y-yeah, you did. K.L.Y.N.T. told me everything! I mean, I know it’s a bit of a surprise to me, but, c’mon..”

I quickly ordered the mask to wrap around my face again, “This is pretty tight.”

“Peter, you need to take that thing off of you right now,” Mrs. Storm warned me, raising her hands towards me.

“Why, you made me this suit-?”

“It’s not a suit, Peter,” Johnny said, dropping his smile.

“We found it on one of our expeditions,” Dr. Richards slowly walked closer to me, “It’s not some type of armor or artificial intelligence, it’s-”

Before he could finish, I felt a string of webbing suddenly burst from my back and pull me off of the rooftop. I screamed as I was dragged away, flying over the city with no control.

I could hear the Four calling out to me, telling me to stop.

As I swung from upside down, I felt something cut the web on my back. I quickly stretched out my arms and flipped around, finally skidding to a halt on the street. It was probably one of Mrs. Storm’s force fields that did that. Weird how she calls herself “Invisible Woman” when she also does force fields. Wouldn’t it make more sense if she was called “Mrs. Fantastic” or something? Maybe have Dr. Richards call himself “Stretch-Man” or-

“Focus, Peter!”, K.L.Y.N.T. shouted, “We need to get out of here right now!”

“What the hell is going on, K.L.Y.N.T? What aren’t you telling me?”, I shouted at him.

“Who are you talking to?”

I turned to see the Four in front of me. Mrs. Storm was levitating Dr. Richards and Dr. Grimm while Johnny was in full-on Torch mode.

“You’re talking to the suit, aren’t you?”, Dr. Richards asked me, craning his stretchy neck towards me.

“Yes! Yes, he told me that you made him!,” I shouted.

“Peter, that is not a suit!,” he shouted at me, “It is a living organism we gathered from one of our expeditions!”

“Peter, they’re not who they say they are! They’re lying!”, K.L.Y.N.T. shouted.

“What-what are you talking about?”, I asked. Everything was spinning. I felt like I wanted to run away and fall on my face at the same time.

“But...But K.L.Y.N.T. told me-!”

“Peter, ‘K.L.Y.N.T.’ isn’t some robot suit or whatever,” Johnny explained, “He’s an alien symbiote. We ran into a few on a place called Klyntar.”

“The bastards nearly ripped us apart,” the Thing grumbled, “They get in your head, feed off of your thoughts!”

“Point is that they’re bad news! They eat anything with a pulse and rip them apart! We need you to take it off right now!”, Mrs. Storm shouted, “If you don’t, it’s only going to grow more and more powerful until it takes you over or gets someone killed!”

The world looked like it was twirling. All of this made no sense! Why would an alien symbiote choose me! I mean, I’m strong and everything, but there have to be better people to go after! And it’s not like I’ve suddenly turned into some type of psychopath. I mean, I have been feeling a lot angrier lately, but...no, no, it can’t be tr-.

“THEY’RE NOT HUMAN!”, K.L.Y.N.T. shouted in my ear.

I jumped back, placing a finger on my temple, “What now?”

“Peter, look closer,” he said.

I squinted my eyes. Suddenly, my vision shifted. The colors changed. The world around me was blue and green and the people before me were bright red and orange, like infra-red. It felt like one of those Predator movies and I was the damn Predator.

“Look closer, Pete,” the suit told me.

I looked at the Four and my eyes widened. The group, they didn’t look like themselves. Instead of seeing the heat signatures of three humans and a man made of rocks, I saw four identical signatures. That of skinny humanoids with claws and pointed ears.

My stomach dropped as horror wrapped around my heart. Now it all made sense. Now there was an explanation. It wasn’t me that was crazy. It wasn’t me that was wrong.

I stepped away from the group, looking at them with fear, “Who...what is this?”

“Peter...they’re Skrulls.”

“W-What is that? What’s a Skrull?”, I asked the voice in my head, the name sounding made up.

I couldn’t help but notice the Four quickly looking up, their postures stiffening.

“Peter...Did you say ‘Skrulls’?”, Dr. Richards asked me.

The A.I. sounded panicked as if he was freaking out just as much as I was, “They’re shapeshifters! Alien infiltrators! They take the shapes, memories, and powers of heroes to take over planets!”

“Peter, how do you know what Skrulls are,” Mrs. Storm, if that even was her, asked, her voice trembling.

“Kid, no one’s supposed to know what those are or that they’re even around!”, Mr. Grimm spoke, sounding confused.

“You’re...He says you’re Skrulls,” I trembled, “Is..Is that true?”

“Pete, calm down, it’s just us! You know us!,” Johnny tried to get me to focus on him.

“Th-You said you would be gone for a while...Yet, you showed up out of nowhere because I called?,” I muttered, trying to figure this out.

“Yes, Peter,” K.L.Y.N.T. whispered to me, “Why would they do that? They never answer your calls! Never!”

“You never answer any of my calls! Even when I’m getting my ass kicked around by supervillains or Osborn’s tearing the city up-!”

“Pete, MJ called me! Said she wanted to know about the suit we ‘gave’ you!,” Johnny explained, feeding me more BS.

I shook my head, “No, no, she doesn’t have your number!”

“Well, she kind of gave it to me at one point, it’s a long story!,” he quickly brushed aside the question.

“Peter, you know you can trust me,” Dr. Richards spoke to me, a worried look on his face.

“Peter, you know what you have to do,” K.L.Y.N.T. moaned, sounding almost demanding.

It took a second, as I just stood there. It finally hit me. What I had to do was frankly obvious.

I flicked my wrist as a web-bullet hit “Johnny” right in the face, blinding him. The other three got into fighting positions as I did the same. The spider-legs were sprouted from my back as I jumped forwards.

“PETER!,” shouted “Mrs. Storm” as she suddenly raised her force-fields at me. My spider-leg hit the shield, actually creating a crack in it.

I bounced off of the shield and fired a web at Fake-Dr. Richards’s face, pulling down on it and slamming it into the ground. I shot another web-bullet at Fake-Mrs. Storm’s hands, wrapping them up, and let one of my spider-legs tackle her down. Not going to lie, even if they were alien invaders, kicking the asses of your heroes is pretty messed up, even for me.

“Richards’s” stretched-out arms almost hit, but I was able to dodge them and have my spider-legs wrap around them, using my (human?)-arms to shoot some webs into his face. Before I could knock him down, the “Thing” slammed into me, grabbing me in one of his hands.

“Come on, kid, don’t make me clobber ya’!”, he shouted at me.

“Wow, you couldn’t even get his catch-phrase right!”, I laughed.

I shot a few webs at two buildings at my sides as I held on to them, counting on the “Thing” to keep running. Once he got far enough, I aimed one of the legs on my back at his knee cap. If I could take on Rhino, I’m sure he wouldn’t be that hard to knock down.

The spider-leg hit the big rock-man right in the knee, causing him to growl in anger and leap off of the ground. As soon as he got into the air, I pulled back on the threads and slung the two of us forward, like a slingshot.

We flew towards the other three. Before we could crash into them, Fake-Invisible Woman broke free from the webs and created a shield.

“Oh, this is gonna hurt,” I groaned.

I held “Mr. Grimm” in front of me as we smashed through the shield, flinging us into the air. As we flew away, I shot one web down at the ground and another at “Mr. Grimm’s back”, causing us to be dragged back down.

“WHAT IN SAM HILL, YA’ LITTLE-!”, Fake-Thing yelled before getting introduced to the street.

I slammed him right into fake-Mr. Fantastic, but the other two merely flew off.

“Dammit, Peter! We’re really us!,” Fake-Johnny shouted at me, soaring straight for me.

I tried to jump at him, but I ended up slamming into something, “...My face.”

I peeled myself off to see a giant force field around me. These guys were good. Mrs. Storm’s shields were impossible to get through. The two landed on the ground, walking towards me.

“Okay, you guys are clever, I give it that,” I nodded, a bit disgusted that I was agreeing with them, “But you forgot...I like to think outside the box.”

With all of my strength, I stretched back and slammed both of my fists and my spider-legs onto the ground, causing the ground to shake like a mini-quake. My captors fell back, losing concentration. No concentration equals no force field.

The second it went down, I charged forwards, webbing up “Mrs. Storm” and slamming Johnny in the face with my spider-legs, causing him to fly back.

“Well, I guess that answers that question. I can take down the Four,” I pumped my fists into the air, admittedly proud of myself, “I AM THE CHAMPION! MY FRIENDS! AND I KEEP ON FIGHTI-!”

“Kill them.”

I shut up instantly before finding my voice, “I’m sorry, I think I’ve got some orange rocks in my ear from Thing, what’d you say, K.L.Y.N.T? I thought you said that we should-”

“Kill them.”

I stopped, worry starting to spread through my body, “I-What now?”

“They’re dangerous, Peter. You let them live, they will kill everyone and spread. We can’t let that happen,” K.L.Y.N.T. explained.

“Whu-Dude, we already talked about this!”

“They’re not even human! Just parasites! Feeding off of your kind!”

“I’m not going to kill anyone! Even if they are murderous aliens!”

“DO IT, PETER!!!”

I tensed up, my heart stopping...That wasn’t K.L.Y.N.T.’s voice in my head. That was-

“Peter, you must stop this!”

Before I could turn around, a blast hit my back. It felt like I was being ripped apart and sewn back together all at once. The suit came off of my body, reentering me. I turned around and saw fake-Richards holding a giant gun in his arms.

“K.L.Y.N.T?”, I called out for my friend, but I didn’t get an answer, “K.L.Y.N.T?!”

“The symbiote retreated back into your body, Mr. Parker,” Fake-Richards explained, “After I saw its effects on my team and discovered that one snuck aboard my ship, I knew I had to be prepared to fight it off!”

“WHAT DID YOU DO TO MR. RICHARDS?! WHERE IS HE?!”, I screamed.

“Peter, it’s really me! I don’t know what the symbiote is telling you, but I am not a Skrull!”

“LIAR! None of this adds up! NONE OF IT! THE REAL MR. RICHARDS WOULDN’T COME ALL THE WAY OVER SOME PHONE CALL! THE REAL MR. RICHARDS DOESN’T-!..He doesn’t care enough about me to even give me a new suit. To help me protect myself.”

I won’t lie, a tear was shed.

“Peter...I know that the suit, it’s telling you not to trust me...to feed into your negative emotions, your rage. You can’t let it do that. You have to trust me.”

I didn’t move. I could hear him walking closer behind me, but I didn’t make any movements.

“Peter, please…”

That’s when I struck.

Out of my back, a sharp leg sprung out and stabbed Fake-Richards through the chest. He dropped the gun, which I quickly grabbed and tore apart with my bare hands.

I turned around and looked at his face and man, even if it was some doppelganger, it was creepy holding up the bleeding body of my idol. He looked me dead in the eyes and it was...chilling seeing Dr. Richards showing something along the lines of sadness. The guy’s not the most emotional person, so this was very uncomfortable.

I quickly pulled out the leg and stepped back. Hot tears were running down my face as it felt like everything was spinning. He wasn’t moving, but he was still breathing, so thankfully, I didn’t kill the guy.

“You’re not real. You’re not real,” I kept repeating that to myself, hoping to convince myself that I didn’t stab Mr. Fantastic.

The sound of police sirens pierced the air. My suit quickly enveloped around as I turned around, hands in the air. Two squad cars and what looked like a goddamn S.H.I.E.L.D. truck appeared, with cops and S.H.I.E.L.D. agents bursting out of their vehicles. That’s how you know you messed up, when you’re able to get on S.H.I.E.L.D.’s radar.

“FREEZE! HANDS UP!,” they shouted at me, “DON’T MOVE!”

“Whoa whoa whoa!,” I cried out, “It’s not them! It’s not the real Fantastic Four!”

“Get on the ground, you mutie freak!,” one of the cops yelled.

“HOLD YOUR FIRE!,” I heard someone yell out.

I saw someone walk forward. A red-head in a black suit walked forwards, her eyes staring right into my soul.

“Spider-Man, right?,” she asked me in a somewhat deep tone.

“I-I know you,” I stuttered, awed by who was in front of me, “Y-You’re Natasha Romanoff. The Black Widow.”

Yep, standing in front of me was one of the best, if not the best S.H.I.E.L.D. agent in history. Well, if you were in the know. She was a rumor, kind of like the Zodiac Killer or the Winter Soldier. Mr. Stark confirmed to me that she was real, but said that if I told anyone, I might get killed. I could not tell you for the life of me if he was joking.

“Unless you suddenly decided to attack Dr. Richards’s team, I’m assuming there’s an explanation,” she looked at me, wishing for an explanation.

“Look, I know this looks messed up and this isn’t gonna make a whole lot of sense,” I stumbled, “But they’re not the real Fantastic Four! They’re shapeshifters! Skrulls!”

One of her eyebrows was raised once I said “skrulls” as she walked forwards, “That’s highly confidential information only known by a small group of people.”

“So you believe me?,” I chuckled, surprised.

“Now, did I say that?,” the agent tilted her head, “Look, kid, Stark vouches for you and you don’t exactly seem like the type to lie. The type to snap and go after other heroes, probably, but you don’t seem like a good liar.”

Well, she’s not wrong there. I cleared my throat, “So, are you going to, like, arrest them or-?”

“We’re going to need to bring you all in,” she explained, “Have S.W.O.R.D. personnel check you out.”

Oh geez, I don’t think I can handle the government finding out about my identity or getting involved in my life, but I’m not in the mood to get killed by someone who could snap my neck with her legs.

I nodded, “Oh, uh, well, I guess I can come with-.”

“Hang on,” she touched what looked like an earpiece on her left ear, “What’s up?...What?...You do realize we have protocol, right?...Alright, but if Fury asks, I’m blaming you.”

The Widow turned to me, “Well, looks like it’s your lucky day, kid. You’re free to go.”

“Really?,” I asked.

“Your pal Stark called in a favor,” she explained, “One that’s definitely going to catch up to me soon.”

I stammered, “Oh, uh, thank you so much! It’s an honor to meet you, ma’am. I’ve heard lots about you. I mean, not just the murdery, messed-up stuff, but like-”

As I stuttered like a fool, she merely gave me a nod and strutted past me. I slapped my forehead before swinging off. I couldn’t help but shiver as I recalled the fight, because that voice that shouted out me, the voice that screamed at me to kill the Skrulls…

It wasn’t K.L.Y.N.T.’s...It was Uncle Ben’s.

…

I knocked on the window of MJ’s apartment and waited for her to appear. It took a minute, but she eventually walked into my view. I saw her shriek, quickly covering her mouth with her hands before allowing me to enter.

I slunk into her room and sighed, “Hey, sorry to barge in. I just needed to talk to someone.”

“Jesus, Peter, I just saw the news,” she gasped for air, “You just kicked the shit out of the Fantastic Four?!”

“No! I-It wasn’t really Dr. Richards!,” I explained, “They were aliens! Shape-shifters!”

MJ shook her head in disbelief, “WHAT?!”

I relayed to her what happened. How K.L.Y.N.T. told me about the Skrulls, how S.H.I.E.L.D. arrested them, it was a lot. By the end, she was looking at me like I was from another planet.

“So, these things, they told you that the suit  _ wasn’t _ a suit?,” she asked me.

“Yeah, they called it a ‘symbiote’,” I scratched the back of my head, “Like, something that lives off you.”

“Like a parasite?”

I shook my head, “No, a parasite is all take-no give. With a symbiote, it’s mutually beneficial.”

She sat down on her bed, looking down at the ground. This was a lot to take in, I knew that. I myself am waiting for the moment I finally snap from all of this insanity.

A thought crossed my mind, “You know, fake-Johnny said something about you calling him about me. I figured that was just some type of lie-.”

She gulped, “Yeah, I called him.”

“Hubba whu-,” I spoke in absolute gibberish for a second, “I’m sorry, repeat that.”

“I called him. I wanted to talk to him,” she nodded.

I let out a small chuckle, “That..Since when do you have the Human Torch’s number?”

“Remember that night when you were taking down Shocker?”

“You’re gonna have to be more specific,” I pointed out.

“When you bailed on studying at your place for Mr. Harrington’s exam.”

I thought it over before saying, “Oh yeah.”

“Well, he showed up looking for you and we kind of...bonded,” she sheepishly admitted.

“Please, for the love of god, tell me you did not-”

“Oh, hell no!,” she shouted, appearing offended, “I mean, there was a bit of, you know-!”

“Stop! Stop!,” I closed my eyes, holding my hands out, “In my room?!”

“God no! Look, the point is I got his number!”

“Why did you feel the need to call him?,” I asked, squinted my eyes at her.

She shrugged, “I wanted to talk to him about this new suit. See what he knew.”

“Why?,” I shouted.

“Jeez, Peter, I wanted to know more about this thing to see if it was safe!”

“MJ, K.L.Y.N.T.’s been nothing but good luck so far! What would make you think he could be hurting me?”

“Look, I didn’t think it or he or whatever was hurting you! I just wanted more info! You don’t buy a dress if you don’t know the cost!”

“Using a fashion metaphor on me?,” I tilted my head in bemusement.

“I used a metaphor, period. Be proud of me,” she grunted, “It’s like using a pill without proper testing or without reading the warnings!”

I felt a bit of anger rising in me, “Well, because of your call, those aliens almost killed me! They wanted me to give up K.L.Y.N.T., so who knows if more are going to show up to come after me!”

“Peter, I justed wanted to know more-!”

“Since when are you the cautious one anyways! You’ve always been asking us to up our game, ask for better suits, find stuff that can ‘save people and look good doing it’! Now, we’ve got a gift that can make things sooo much easier and you want us to give it up?”

“Peter, the news said you stabbed Mister Fantastic!,” the redhead yelled at me, “Even if they were alien invaders, you’re not the guy who does that!”

I started to charge forwards, the anger in me rising. I grabbed both of her arms, my face leaning into hers, “YOU DON’T GET TO JUDGE US!!”

All of this was getting to me. Aliens coming for me, IMPALING someone, and now MJ’s delusions! This was too damn much, even for me!

However, the look on MJ’s face got to me. She looked scared, really scared. Her skin paled and her eyes widened. It looked like she was about to have a heart attack.

The rage in my face immediately dropped as I released her, backing away. I gulped, “I-I’m..Oh god, MJ, I’m sorry, I don’t know what..I’m…”

“Peter,” she whispered, a tone of repressed anger in her voice, “...Never do that again.”

I shuddered, “I’m so sorry.”

She shook her head, “I’ve heard that all before. Peter, I can’t force you to do anything, but I think you need to give the suit up.”

I looked at her, gulping. I averted my eyes away from her before walking towards the window, opening it up.

“Peter?,” she called out for me, “Peter, please!”

“I’ll see you tomorrow,” I hopped out and began to climb towards my apartment window on the other side of the building.

Once I got there, I sat on the fire escape and put a finger to my temple. This was great. Now, not only is the Bugle most definitely coming after me after today’s debacle, but I just pushed away one of my closest friends. MJ’s been my friends for years. The same time I lost Uncle Ben was around the same time MJ moved in with her aunt after her parents lost custody. It wasn’t easy, but we both helped each other out, got each other to move on. Sure, she wasn’t a science whiz like me, but she was one of the most confident people I knew. Now, I don’t know what’s happening.

“K.L.Y.N.T,” I finally spoke, “You there, buddy?”

Thankfully, I got an answer, “I’m right here, Peter.”

I almost fell off the rails as the voice shook me. It sounded glitchy, the voice rising and falling in volume. It was almost...demonic.

“HOLY-! Dude, what happened to your voice?! You sound like something out of Paranormal Activity!”

“I apologize. Still recovering from attack,” K.L.Y.N.T. moaned, “Need time.”

“Okay. Look, earlier, you wanted me to kill those guys, even though we talked about this. Spider-Man isn’t a killer,” I made clear to the A.I.

“More can be done,” it said, “You almost died.”

“I get that, but there had to have been another way.”

“Peter, do you trust me?”, he asked.

I faltered, thinking about everything that happened earlier. Yes, it did get...hectic, but he saved my life, “Yes. I do.”

“Good. Mutually beneficial,” he muttered, “Have to go now.”

I looked up when he said that. Did he overhear me talking to MJ? And that thing about symbiotes. I couldn’t help but ask.

“K.L.Y.N.T., I’ve gotta ask....What those skrulls were talking about...Was any of it true?”

My only answer was silence.

“K.L.Y.N.T?”, I asked again. Same response.

I sighed, crawling back into my room.

**Notes for the Chapter:**

> Welp, shit got real. Hope you guys enjoyed this chapter!

**Author's Note:**

> Hope you guys like this one! This is my first fanfiction on this site, so reviews and comments would be greatly appreciated. More is soon to come!


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